Ultimate Reconciliation
by T. W. Quill
Summary: Sequel to Ultimate Redemption. Ben Reilly has returned to S.H.I.E.L.D, but not everyone is happy he's back. Can Ben win over those that doubt him? Peter sure hopes so! No Spoilers. Slight AU. Takes place between eps 23 and 25 of season 4.
1. Labs and Threats

**Ultimate Reconciliation (Sequel to Ultimate Redemption). This takes place between eps 23 and 25.**

 **Special thanks to** **AliE96 for inspiration.  
**

* * *

Peter landed on the helipad of the Triscellion. Ben landed behind him. "Ah, another day, another hard day at school. At least it's almost Thanksgiving break." Peter said as they walked inside. "'Thanksgiving'? Is that the one with the hearts and pink everywhere?" Ben asked, genuinely. Peter chuckled. "No, that's Valentines Day. Thanksgiving is the one with turkey and football." "Mm." Ben grunted in understanding.

Inside, the two spider's walked down the hall. Spider-Man walked with his head up, eyes forward; turning his head when someone greeted him and responding with a cheerful greeting of his own. However, it was different for Scarlet. He could see clearly the gazes, glances and glares of the S.H.I.E.L.D personnel. He walked right behind Spider-Man. No matter how much he told himself what they thought of him didn't matter, his shoulders and hunched slightly forward.

"Hey Fearless Leader," Agent Venom said having come around the corner, and falling in step with the other two Webbed Warriors. "Hey Scarlet," Flash's voice was even as he spoke to Ben.

"Hey," Ben replied in kind.

"Hey Agent V, what's up?" Peter replied.

"Iron Spider wants wants us to come to the lab. He has something important to show us."

Wonder what this is about. Peter thought.

A hop, thwip and a jump later the three spiders arrived at the lab.

"I was analyzing some of the syntho-fluid that we cleaned up from Kaine and the Spider Slayers-" Amadeus Cho, aka Iron Spider, began as he looked into his microscope.

"'We cleaned up'?!" Miles Morales, aka Kid Arachnid, exclaimed, annoyed. "Nearest I remember, you ran off right after we started cleaning!"

"To test these samples! Anyway- I was testing this sample and comparing it to one of Ben's-"

"Wait, you have DNA samples from Ben?" Peter asked.

"Since when?" Flash asked.

"I never gave you those." Ben added/declared.

"BECAUSE I GOT THEM OFF YOUR CLOTHES AFTER A FIGHT! STOP INTERRUPTING!" Cho took a deep breath. "Like I was saying," he began once more, through somewhat gritted teeth. "I tested Ben's sample against the synthozoids, and I got some very interesting results.

"Like What?"

"Well, for starters, the samples don't totally match."

"What do you mean "they don't totally match"?"

Cho backed away from his microscope to let others have a look. Peter stepped to it. "I mean, that the samples are not made out of the same material. They are two completely different types of material, organic and inorganic."

"Little more layman please?" Miles pleaded.

"One of them mostly made of human DNA and the others are made of synthesized DNA, or DNA that's gone through a lot of processing. I was quite stunned when I discovered this."

"Do we know who the human DNA is from?"

"I've been running it through the S.H.I.E.L.D database since last night."

"Any results?"

"One, but there seems to be more than one DNA pattern, which means more than one "donor" if you will. It may take some time to find the others."

"Why? It should be pretty easy since there aren't a lot of suspects for who would give to make them."

"Is there? Think about it; given that the synthozoid were made by Hydra, the DNA could be anyone that Hydra had access to."

"Which basically means anyone they wanted."

"Exactly! So, I'm running it through the residences of New York City first, then I'll move out of state if need be."

"Wait a minute! You said you had one result? Who is it?"

Amadeus hesitated. He looked over at his microscope. "Ben Reilly's DNA is an exact match for Peter Parker's."

"WHAT!?" The other Spider's chorused.

"Well, Ock did say Ben was made out of my DNA." Peter, who had been absent from the previous exclamation (along with Ben), said calmly. The other were surprised how well he was handling the news.

"Doesn't this freak you out, even a little bit? No offense Scarlet."

"None taken."

Peter shook his head. "It jives with what Ock said that night."

"But then what does that make Ben?"

"A clone." Dr. Connors said coming into the lab just then.

"There's some DNA we haven't been able to ID yet. We only found Spider-Man's so quickly because we have his specs on file, but finding this other person, or persons-"

""Persons"?"

"will be a bit more challenging, as we discussed earlier."

"But then, what does that make the synthozoids? They weren't human; they are synthetic beings…right?" Miles asked, totally confused.

"Ugh! My head hurts!" Flash groaned holding his head.

"I don't know all of the details yet," Amadeus admitted. "but I'm running some test now, and I'll know more in a few days."

"You can scarp the tests." Ben said suddenly. "It doesn't matter." With that Ben left the lab.

"What was that about?" Amadeus asked.

"Yeah. I thought he wanted to know who he really was?"

"Guys, Ben's been through a lot recently. I think we just need to give him time a some space."

"He can have all the space he wants if he'd leave." The Spider's turned towards the entrance to the lab. Nova, aka Sam Alexander, leaned up against the door frame, a pensive look on his face.

"Fury sent me to get you Webs. He want's you in his office, now."

"Okay," Peter looked back at Ben. He could tell the guy was having a hard time with what he'd just heard. Maybe it would have been better if he hadn't looked into it, Peter thought.

"Let's move it Web-Head!" Sam called, loudly.

"Okay, okay! Keep your bucket on!"

"Since when are you Fury's errand boy?" Peter asked Sam as they swung and flew, respectively, down the hall.

"He didn't. We need to talk." Sam's voice was serious as he set down in a corner of one of many corridors.

"O-kaaay." Peter landed in front of Sam. "What's up?"

"I don't like Scarlet being here." Sam, always direct.

"Really? You two seemed to be getting along so well." Peter quipped.

"I'm serious!"

"I know. Wanna tell me why, then?" Peter thought he saw Sam's eye twitch in frustration.

"'Why'!? You know exactly why! Because he worked for Doc Ock! Because he gave up Agent Venom and hurt Doc Conners! Because he tricked everyone! Because he betrayed you, and revealed your identity to Ock! Because he put Aunt May in the crossfire! Face it Parker, he doesn't care about you or us, or anything but himself!"

Peter stepped back, pushed by Sam's startling outburst. "You don't know that. Ben's a good guy who's been through a lot-"

"And who's to blame for that?"

"He only has himself to blame, and I know he does blame himself. Look, Sam, I know you're upset, but give him a chance. He's not as bad as you think he is."

"Oh, I think he is," Sam rose into the air. "He'll betray you again, and then who knows what'll happen!? He's taking you for a sucker- and you know it!" With that Nova tore down the hallway.


	2. A Conversation

**I apologize for not updating sooner. Real life can be a real time consumer ;) This chapter is shorter than I wanted, but hopefully the next one's will be longer.**

* * *

Sam zipped down the corridor, barely watching where he was going.

 _Peter's such an idiot! Why can't he see what that guy is doing? ARG!_ Sam landed outside of the boys dorms. _Fine, if Peter can't see it, then I'm just going to have to make him see it and expose Scarlet as a liar!_

Sam stamped through the door but stopped short. Scarlet Spider stood with his back to him. He was digging around in his bunk. For a split second, Sam caught sight of a metallic glint.

 _WTF! If he goes after the others with whatever that was just now!… it was probably his stingers. I need to find out what he's up to, and there's no time like the present!_

Sam walked forward towards the unsuspecting Spider. "Hey Scarlet, _buddy._ Wha-cha-doo-in?"

Ben turned to see Nova, stand with his hands behind his back like some girl next door. He was not in the mood for this; he could see through any facade. "Wha-do-ya want, Punk?"

Sam grit his teeth behind his lips. "Oh, nothing. I was thinking that you and I have haven't spent any time together."

"Are you asking me _out?"_

 _ERK! AS IF YOU SYNTHETIC CREEP!_

"Haha! Of course not, Silly. What I mean is, you and I don't really know each other that well, and since we both work with and are friends with Spider-Man I just thought it would be good if we got to know each other a little better."

"I don't see what 'working with' or 'being friends' with Spider-Man has to do with us. We can just do our job, whatever that is at the time."

 _So, what's your job right now you little Freak!?_

"I just wanted to make sure we got along is all."

"I'll save you the time—" not that Ben cared, "—I don't get along with anyone."

Sam found himself being stared down. He herd a definiteness in the Spider's voice. Was Scarlet on to him? Nah, couldn't be. He was being so smooth and tactful.

"Look, I've got somewhere to be, so why don't you just tell me what you're really after."

 _Huh?_

"Huh?"

"Don't play dumb—though with you it might not be playing—what is it you _really_ want to know or say to me?"

Sam just stared forward blankly.

Ben sighed. "Whatever, I don't have time for this. I'm going now."

Scarlet began to walk past him. What could he do? He needed to keep an eye one him!

"Where are you going?" He asked before he could think much.

 _"Huh~"_ Scarlet sighed again. "If you must know, to get something to eat."

"Oh, cool! Can I join you?"

"No. I eat alone." With that Scarlet left and the doors _wooshed_ behind him, leaving Nova in the dim light of some dormant computer screens.

 _Crap! Well, I guess there's the old standby of following him._

Sam flew to the lunch room. Sam looked at his watch.

 _12:17pm. Lunchroom sure is crowded today. If Scarlet doesn't want to eat around others then why buy your food at the busiest time of the day? Whoa! Sam Alexander, you sound like a real detective! And why not._ A vain smiled Sam smiled vainly to himself; however, as he looked around the vast cafeteria his smile wained. _Where is he? I even waited in the dorm rooms for a while to give a head start so he wouldn't notice me when I came in. Wait, "If you must know, to get something to eat." he never said anything about going to lunchroom! Great! Now I've lost him!_

"Hey Nova," Kid Arachnid said as he passed by Sam, his lunch tray in hands.

"Hey,… Hey! Kid, have you seen Scarlet anywhere?" Surely one of the other Webbed Warriors must have known where Scarlet was.

"No. He usually eats off campus. Why?"

"Oh, just wondering." Sam started off until—

"Hey!" Miles called after Nova. He stopped. "Don't be too hard on him. He's a good guy."

With that Kid Arachnid went to his seat with the other spider themed heroes.

 _Great, he has you fooled too. What if...Could Scarlet really be okay?_ Sam shook himself, _Don't be ridiculous!_

* * *

 **See you next time, ; )**

 **Again, sorry it's short.**

 **~Q**


	3. Trails and Explosions

Sam zoomed through the New York skyline.

 _Where is he!?_

He asked himself as he cut right angles around skyscrapers, hundreds of feet up in the air, barely noticing the strong wind that would be hard pressed to blow him off course.

 _How could he get away so fast?_

It was less than half an hour ago that Sam had confronted Scarlet in the dorm rooms before the Spider disappeared from the Triscellion.

 _Why would he go off campus to eat anyway? Maybe he's meeting someone: one of his underworld contacts. Doc Ock? No, too obvious. He would go through one of Ock's other flunkies, for sure. Scarlet's smart, but not smart enough!_

Sam congratulated himself as he continued his air-born journey. Suddenly, out of the corner of his eye he caught sight of a familiar female face (he didn't know that many people outside of S.H.I.E.L.D, so she arrested his attention).

 _Aunt May. Oh crap! With Scarlet on the lose, I should have checked on her first! Well at least she's alright…. But, who's that guy?_

He watched as Peter's aunt walked down the sidewalk with a young man who was around the same age as Peter, and looked surprisingly like Peter, but wasn't. He had some paper grocery bags in his arms. He wore a purple shirt with alternating light and dark horizontal stripes, ripped blue jeans, and a grey hoodie.

 _Maybe that's her boyfriend?…oh god!_

The very thought of Aunt May having a boyfriend the same age as Peter made Sam shake violently, and his stomach churn; he must have looked spastic. Sam turned his eyes back to the sidewalk and at first didn't see them, but quickly spotted them heading into a restaurant.

 _But I can't worry about Aunt May's love life right now—I'll have to tell Peter about it later—I need to find Scarlet._

Suddenly, there was a massive _BOOM_!

 _Oh Now What!?_

Sam complained, then flew towards the source of the blast; towards the harbor. As he got close Sam flew low, against the current of fleeing civilians. All at once he saw the source of the uproar: a tanker had exploded in its dock. The top of the ship was an inferno, and the wind was not helping. The ship was being tossed into the dock in the swaying water; the hull was beginning to crack. Sam flew down to a group of members of the Coast Guard that were fighting the fire from the water with a small fireboat. Needless to say, it wasn't having much effect, but it was something. Sam knew he'd be no help trying to put out a fire.

"Is everyone off the ship?" Sam asked landing on the deck of the fireboat.

"We have no idea!" One fireman said. His fire-helmet was different color from the others, so Sam figured he was the captain. "We don't know about many people were on the boat to start with."

"We're doing the best we can until more firefighters arrive, but we can't get close." Another one said as he came from below deck carrying some equipment to help put out the fire.

"Stay cool, I'll check it out." With a cocky smile and a salute, Sam flew towards the freighter.

Geez, it's as hot as the inside of a star in here! Sam thought to himself as he zipped through the corridors of the formerly sound vessel. If there was anyone on the ship when it exploded they were not likely to be alive. Sam had canvassed most of the ship, thankfully, without seeing anyone. He headed back towards the deck.

 _Black_

* * *

 _I'm cold. my skin feels prickly. Where am I? How did I get here? Where is here? Wait, what was I doing last? Am I dead? Wait, am I breathing? No, no I'm not!_

Sam tried to suck in a massive breath, but something in his chest stopped him.

"Easy, Punk, you're gonna be fine." Sam heard a gravely voice say over his hacking as he expelled the mix of water and oil.

"Was there anyone inside?" The voice asked.

 _You see me heaving water in my lungs, right!?_

"No. We were able to get a hold of the captain of the ship, there was no one on board."

 _Oh, you weren't talking to me. My bad._

"It wasn't scheduled to be in use until the weekend."

 _So, can someone tell me what happened?_

"You were in the boat when the engine exploded." One voice Sam recognized as the Captain's, said. Apparently, Sam had spoken his thought aloud.

"We weren't sure if you were still inside, or, if you were, how to get you out." Another one said.

"Then this guy showed up, dove in and pulled out out."

Sam shook his head, then looked up toward the voices he heard. There were several firefighters, members of the coast guard and emergency workers. Rather glaring among them, stood Scarlet Spider, dripping wet.

 _You? You!? Why Couldn't It Have Been Anyone But You!?_

Sam back down at the wooden dock he was sitting on, "Thanks."

"Whatever. Can you finish up here? I have somewhere to be."

Sam was still in a bit of shock, so he replied, "Sure."

"Great. Glad no one was hurt." He said to the firefighters before "twipping" off into the city.

* * *

After speaking with the various emergency crews and making sure the situation was well in hand, Sam took off once again on his mission, and once again found himself in the exact same position:

Where the heck did Scarlet get to!? Sam thought to himself as he zipped through the city. That has to be some sort of talent, disappearing like that.

Something was nagging at Sam. Something that he should have done before, but didn't, but things were okay, but now it was that time again and—

 _Oh crap! Aunt May!_

In an instant he was halfway across the city.

He set down on the same roof he was using before the explosion.

 _Huh, looks like the guy left; Aunt May's sitting alone._

 _Whoosh_!

 _Huh!? What was that?_ Sam asked himself as a shadow flickered against the opposing wall in the waning sun.

Sam looked down into the alley below. _What. The. F###!_

He stuffed a brown and red bundle into a backpack.

He pulled down his purple striped shirt.

He put on his grey jacket.

He walked to the backdoor of the restaurant and, after looking both ways, quickly ducked inside.

 _?!Scarlet Spider!?_

* * *

 **Oh Sam, you are _so_ slow on the draw *snickers*  
Hope to see you next week, and thanks for reading,  
~Q**


	4. It Comes to a Head

_SCARLET SPIDER IS ON A DATE WITH AUNT MAY!?_

Sam Alexander almost threw up in his mouth.

Below, Scarlet reappeared in his civi's and sat back down at the table. A few moments later, Aunt May paid the check, they stood and left.

Sam was fuming.

 _What the heck is he doing?_ Sam asked himself as he followed closely behind the pair, shifting from building to building for cover. _First, he makes nice with Peter then betrays him and the rest of S.H.I.E.L.D, then "changes his mind" and "sacrifices" himself for New York. Then it turns out he's not really dead but he didn't come back and now he's hanging out with Aunt May. Why!? I don't get it. It doesn't make any sense._

Aunt May and Scarlet walked to the Subway entrance on Lexington Avenue and 53rd Street. They talked for a moment before Aunt May went down the stairs and disappeared into the tunnel. Scarlet walked along Lexington Ave before turning off into an alley way. Sam waited. Sure enough, he reappeared as Scarlet Spider and headed towards the Hudson.

 _Who does he think he is!?_ Sam thought as he landed, a short time later, on the helipad of the Triscellion at the tip of Manhattan.

Suddenly, Sam heard a _Thud!_ behind him. Sam turned. Scarlet had landed behind him. Sam wanted to reach out and slam the Spider into the building and demand to know how he knew Aunt May, why he was spending time with her and what his intentions were. Scarlet walked by without a word. Rationality left Sam.

Sam grabbed Scarlet by his arm and slammed him up against the black wall of S.H.I.E.L.D HQ.

"Hey!" Scarlet exclaimed in protest.

 _I will not be ignored by you!_

"Talk!" Sam demanded.

"This again?"

"What were you doing with Aunt May?"

"What?" Scarlet asked, sounding wholly confused.

"You heard me!" Sam could hear the blood rushing through his ears.

"I don't know what's wrong with you or where your manners have gone, Punk, but I haven't seen Aunt May since two days ago."

Sam pulled Scarlet's shoulders forward before slamming them into the wall again. "LIAR!"

"This is a funny way of thanking a guy for saving your life you little pun-"

"I just saw you two together!?"

Scarlet seemed at a loss for words. "You followed me." He growled, but it didn't phase Sam one bit.

"You better believe I did! I saw you eat lunch with her. If Spider-Man finds out he's going to kick you out so fast your head with spin!"

"And why would he care?"

"You were with her just a few minutes ago! Don't lie! I was watching you. I don't think Spider-Man is going to be too happy when he finds out you've been hanging out with his aunt!"

"And what makes you think I knew that woman was his aunt?" Scarlet snarked.

 _Oh crap! Wait-_

"Because you called her Aunt May earlier." Ha!

"So did you."

 _CRAP!_

"Fortunately for you, I _did_ know. I know who Spider-Man is too, not that it's any of your business. So, if you don't mind-" Scarlet jerked away with such force that Sam could not keep hold of him.

"Actually, I _do_ mind. I don't know what you and your boss have planned, but if you hurt them or anyone else at this school again - you won't be able to swing/crawl far enough!"

"What— You seriously think I'm still working for that monster!?"

"Freak of a feather,"

Scarlet scoffed. "Takes one to know one." He smirked.

Sam scowled.

Ben looked down and saw light emanating from Nova's hands.

Dang, what did I ever do to this kid? Ben thought.

"Hey!" A new voice called out before either student could make a move. "Whatever this is about, you can settle it inside. The battles for the day are starting."

The gold helmeted intergalactic guardian exchanged a vile filled glare with the spandex suited terrestrial spider.

 _Okay then, IT'S ON!_

* * *

"Alright, line up everyone!" A member of SHIELD's personnel called to the costumed teens. "Listen up, Spider-Man is going to be judging the battles today, so listen up."

"Alright everyone, hurry up and pick a partner!"

Sam looked around. Who would be best for him to fight with? It would have to be someone that wouldn't want to fight Scarlet, and someone that Sam wouldn't have to help: someone that could take care of themselves and not get in the way.

 _Power Man? No, he likes to switch targets mid-match. White Tiger? No, she's to bossy, she'll start telling me what to do and will definitely notice my tirade against Scarlet. Iron Fist? Perfect!_ Before Sam could seek out his friend, Scarlet came and stood beside him. _The heck are you doing you creep!_

Scarlet looked at him and put a finger to his lips, the pointed to Spider-Man. Sam gnashed his teeth.

 _Again, who does this guy think he is!?_

"Alright, everyone partnered up?" After an affirmative response, "Good, you'll be fighting the person you picked, not the other teams like you probably thought."

Sam looked at Scarlet from the corner of his eye. He knew what Webs was going to say. At that moment, Scarlet turned and looked Sam straight in the eyes. Sam felt sick to his stomach.

 _So this is one of the skills you used to betray Peter; you can tell what he's going to do before he does it, huh? Congrats on your skill you slimy little rat._ now, I'm _going to send you back to the sewer you came from!_

* * *

 **Yeah, San's still an idiot, but that will all change next chapter. Hope you enjoyed! New Chapters go live on Sundays. Thanks for Reading :)  
**


	5. FIGHT!

Amadeus leaned over his microscope.

 _What are these abnormalities?_ He wondered as he continued to study Ben's blood sample.

He adjusted the focus, but it didn't help. He stood up and changed the slides. He could see Peter's DNA clearly, but there was something different about the sample. Sure, there was other DNA that he could not identify yet, but that wasn't what was bothering him.

 _I just don't understand what's going on!_

"Amadeus," Someone said from behind him.

"AH!" Cho whipped around at the sound of a voice and the feeling of a hand on his shoulder. Dr. Curt Connors stood beside him.

"Are you alright? You've been in here all day."

"I'm fine. I'm trying to work through some things."

"I see. Well, you may want to hurry and get something to eat soon." Amadeus looked at the clock; it was half pasted two.

"I can eat later; this is really important!"

"So is a regular, balanced diet." Dr. Connors looked beyond the young genius and microscope. There were candy wrappers, an empty soda can and a crumpled napkin beside the large looking device. Dr. Connors reached over and flicked a switch on the large viewing machine, turning it off.

"Hey! Wha-"

"You need to eat something. I'm here almost as often as you are, I know your habits: you haven't eaten in 24hrs at the very least! Now go! Get some lunch and fresh air and don't come back here for a least two hours." Cho grumbled as he trudged out of the lab. Swoosh! The door to the lab closed behind him.

Connors shook his head and smiled to himself. "That boy." He looked back at the microscope Cho had been working on. _Hm. I wonder..._

"I'm a student, I need to be allowed to work in peace. After I graduate I'm getting a place by myself…" Amadeus griped as he propelled himself along with his mechanical legs.

Suddenly, an incredible boom shook the corridor!

"What in the world!?" Amadeus ran down the hall towards where he thought the boom had come from. He passed a larger hallway with an observation window to the main Danger room. Dozens of SHIELD personnel were gathered in front of it. "What's going on?" Cho asked coming up to the group.

"Nova and Scarlet Spider are having a knock down, drag out fight!" One of them replied.

"Huh, must be the battles."

"Yes, but it's more heated than usual."

"What do you mean?" Burning piles of sentry's and wall guns littered the floor of the Danger Room. Cho watched as Nova blasted another one—Boom! Suddenly Scarlet Spider appeared on the window they were watching through. A light shown through the window before streaking downward at lightning speed.

"GET DOWN!"

* * *

 _About twenty minutes earlier_ :

A SHIELD staffer stood before the students. "Alright, I know you kids know the rules, but I have to go over them again anyway so lets do this without any interruptions shall we? Two opponents enter the Danger Room from either side. Throughout the room are booby-traps, mobile guns and other fun toys for you to break. You must avoid them while avoiding your opponent as well. The one who takes out the most sentries and incurs the least amount of damage wins."

"Alright guys," Spider-Man started, "who's goin' first?"

"WE ARE!" Nova and Scarlet Spider said together before they glared at each other.

Peter blinked. "Oookay. Take your places then."

Sam watched Scarlet as he chose a spot to start from. The room was completely open save from the mobile guns that would come up from the floor.

Scarlet took up hold in a corner. _I don't know what your problem is you little punk, I hope it was your face._

Sam situated himself in the opposing corner. _I won't let you hurt my family again!_

"Fighters ready?"

Scarlet held up his hand.

Sam did likewise.

"Alright _then…FIGHT!"_

Sam blasted off into the air headed, straight for Scarlet blasting him with his nova blasts.

Ben jumped out of the way of every blast: each landing point calculated, setting up the next jump. Nova flew straight at him attempting to keep him pinned to the wall. _Just like I'd thought you would, Punk._ Ben ran up the wall before quickly launching himself off of it, back flipping over top of Nova. He launched a several webbed bolas at Nova.

 _Ha! Is that all you've got to go with your fancy footwork?_ Sam let out a steady stream of his energy blast burning up the webbed bolas. "Argh!" _Crap, forgot about the sentries!_ Sam turned around after being shot in the back by a mobile gun tower. One nova blast later, and it exploded causing a shower of smoke, flames and debris. _Now, where did—What!?_ Sam felt a weight on his back. "HEY! GET OFF OF ME!"

Ben had dove onto Nova's back as he'd dealt with the booby-trap. Ben twipped webbing into Nova's eyes as the helmeted high-schooler tried to shake him. Nova cried out in anger and started flying ahead at great speed in an attempt shake the spider, but Ben tipped Nova's shoulders towards the ground. They hit the base of another gun tower that had appeared out of the floor. The stem of the tower bent and fell began to fall.

"So, why exactly are you so furious with me?" Ben asked before darting away from Nova at a super human angle. The tower fell on top of Nova with a _Crash!_

Nova slowly stood from the wreckage. "Oh, so now you want to talk!?" He said, taking off after Scarlet again.

"I figured it'd be in my best interest now, so yes. Why!?" Scarlet felt the searing heat from Nova's energy blasts on his back as he dodge yet another barrage. He tucked his shoulder and rolled behind a sentry that had appeared. It exploded the moment he ran from behind it.

"'Why' is none of your business! Just stay away from May Parker, and I won't destroy you! Ack-!" Sam exclaimed.

Scarlet had jumped on him again, this time taking hold of his foot, and used it to kick a brown-clothed foot into his face. "Really!? So you're out here trying to destroy me: my life is none of my business? Whoa-!" Ben cried as Nova took hold of his legs and threw him into the wall. He landed on all fours and took off at a run.

"You really think I could?" Sam asked, floating for a moment.

"I said _'trying',_ didn't I…. Stop changing the subject!" Ben said ripping the barrel from a gun that had appeared in the wall beside him, and smashing it back into the wall.

His gruff voice, his arrogant nature: everything this guy did made Sam's vision more and more crimson. "You could have avoided this if you would have just talk to me in the…dorms!" Sam said, sending his own gun from atop a gun tower to a group of sentries.

Scarlet had disappeared into the debris. "You didn't have anything interesting to say then, and apparently, you don't now."

"Shut up!" _I can't take this guy anymore!_

"Do you want me to 'talk', or 'shut up'? Can't do both, Punk."

 _THAT IS IT!_

Sam flew to the ceiling of the room,

 _FIRST YOU BETRAY PETER,_

He turned towards to floor.

 _THEN YOU PUT ANUT MAY IN DANGER, AND NOW YOU JUST WANT TO GO BACK TO THE WAY THEY WERE!?_

With an incredible burst of speed, he dove, fists first, toward the floor.

 _Oh Crap!_ Scarlet quickly darted up the wall.

 _LIKE HELL!_

 ** _BOOOOOOOOOOOOOOOOOOOM!_**

The floor exploded under the tremendous force of Nova's blow. A cloud of dust and debris filled the room, cutting off visibility in any direction, and certainly from in the viewing stations.

Nova hovered above the apocalyptic scene, searching for his prey.

The floor, now concave, was cleared: all the rubbish now a border around the radius of the Danger Room.

Finally, he spotted him.

Ben picked himself up from atop a pile of sentries. He had taken to the upper part of a wall to escape the majority of the shockwave, but it had still hit him, badly. His shoulder was throbbing from his fall, his leg was sliced from sliding across a piece of metal and his chest hurt from the blast. A glow came and hovered in front of him:

"So, Punk, do you think I could kill you now?" Nova asked, raising a hand out in front of himself, towards Scarlet.

"Not in a million years, you little _Twerp!"_

Sam gritted his teeth. He flew forward and picked up the spider by his collar and slammed him into a wall. "How about now!?" Sam growled, his voice sounding so much like Scarlet's it was hard to tell the difference.

"NOVA! SCARLET! WHAT IN BLAZES DO YOU THINK YOU'RE DOING!?"

Either boy looked to see Nick Furry standing behind Nova.

 _Oh, Crud._


	6. Heart to Hearts & New Starts

"ARE YOU KIDDING ME!?" Fury screamed, arms at his sides.

 _I wasn't_ , Ben thought.

"WHAT THE HECK WAS THAT!"

 _I think I'll call it my Nova Bomb!, how's that?_

"SOMEONE COULD HAVE GOTTEN HURT! YOU BLOW OUT THE WINDOWS IN THE WHOLE ROOM! DO YOU KNOW HOW LONG THOSE WILL TAKE TO REPLACE?"

 _Probably about three days with your influence_.

"YOU ACTUALLY DAMAGED THE BUILDING!"

"People have done that before: lots of people actually." Ben defended.

 _The heck is he doing? Is… is he defending me, or…us?_

Fury ran a hand over his weathered face. "What the heck did you think you were doing out there?! Were you actually trying to kill each other?"

"I wasn't." Ben replied. Sam was quiet.

"…Well?" Fury demanded.

Sam looked up into the eye of furry. His anger gave way to fear. "Uh… no."

"Sure didn't feel like it." Sam heard Scarlet mumble to himself.

Fury, furious, ground his teeth together with such force that it seemed as though they would crack. He turned on his heel towards the exit, "Spider-Man," he said over his shoulder, "these are your pupils. I suggest you get them to act like it/right before days end or I'll do something you all regret!" With that, Nick stalked from the Infirmary.

No one spoke before the Director's angry footfall had faded down the hall.

"Well?" Peter stood before them, arms crossed over his chest. Both heroes were silent.

"So, how about them Cow—Mph!" Spider-Man shot webbing onto Nova's mouth.

"What happened, Ben?" Peter asked.

"I don't know. For some reason he's mad at me for having lunch with Aunt May."

"Mmmooouch!" Sam finally pulled the webbing from his lips. "Wait, you knew about that?"

"Of course I did." Peter sighed, and sat down on a gurney in front of either scolded teen.

"Alright, out with it, what's going on with you, Sam?"

"Don't call me that in front of him!"

"Why not? It's your name."

"He doesn't have to know that! I don't want him to attack anyone else I know."

"Is that what this is about, S-er, Nova?"

"Well he knows it now!"

Peter sigh heavily; this wasn't getting them anywhere.

"I think I know what's going on here." Peter and Sam both looked at Ben, stunned by his sudden remark.

"Oh really smart guy? Well then, lets hear it!"

"First of all, this whole thing has nothing to do with me—"

"Why you _little—"_

"Well, that's not exactly true." Ben rubbed the back of his neck before turning towards Sam. "I did all the things you said, and more. I tricked everyone, and you're right, I don't deserve to still be here, or to have Peter's trust however much of it I have, so you're right to distrust me for that and frankly I don't mind. It's what I deserve."

"You were in a tight spot, Ben—" Peter tried to defend, but Ben went on.

"But, all this lashing out, it's not at me only; you're mostly mad at _yourself."_

 _WHAT!?_

"You're mad that you weren't here to help Peter deal with me. You think you could've stopped me, or at least spotted me. You're mad you weren't here to protect Peter or Aunt May."

"Sam, is that true?"

"Uh…I…" Sam shook himself. "Stop making up stuff you little freak!" Sam crossed his arms and turned his head away from the spiders. "I just hate you is all." He said with a humph.

Despite the situation, a small smile rose on Peter's lips. "Ben, can you give us a minute?" He asked.

Ben hesitated for a split second, then stood from his seat. "Sure, whatever. I'm heading home."

"Sure, I'll meet you there later." Ben waved over his shoulder in reply as he left.

The infirmary doors shut. "Sam, for as long as I've known you, you and I have picked on each other, sometimes relentlessly, but even when we were fighting I could count on you for anything because our issues didn't run deep. Are you messing with Ben to get at me?"

"NO! I would never do that!" Sam hesitated. "You really think I would do that to you?"

"Right now, I don't know what to think about you." Sam felt something snap in his chest. "Sam, talk to me, please."

After a long pause and a couple deep breaths, "He was right."

"Who was right? Ben?" Sam nodded his head.

"I hate to admit it," Sam began. "I mean I really hate it! But… you and your aunt…I didn't have a home but you opened yours up to us—to me, even when I did nothing but antagonize you. You've been a good friend, and even a mentor to me. I guess I wanted to punish someone who had done you worse than I had. I've always wanted to pay you both back, but when the opportunity finally comes, where am I? In some godforsaken ancient alien city with some spider-lady that can see the future. I know he's in the same situation now as I was then, I'm not totally dense, but…it's hard for me to forgive him after what he did to _you…both."_

"Heh?" Peter chuckled.

"What!? Why you little-" Peter held up his hands.

"I'm not making fun of you, I'm just surprised it all."

Sam was confused. "Surprised at what?"

"Three years ago, you would have said something like, 'I dunno, just doing my job or something' or, 'I'm your teammate, I'm suppose to have your back, right?' but for once, you actually leveled with me, even admitting your faults. You've grown a lot Sam Alexander."

Sam hung his head; behind the lens' of the golden, space helmet water droplets formed in his eyes. He ran a gloved hand over them to wick away the moisture. "I'm sorry." Sam apologized, his almost whispered voice shaky, quaking with emotion.

Peter smiled and put a hand on his friend's shoulder. "I know," thanks for caring, Sam. "But don't bust a hole in anymore S.H.I.E.L.D floors, or Fury will have both of our heads."

"Deal!" Sam replied with a small sniffle.

With that, Peter walked towards the exit, but before he left, he stopped. "Oh, and you do realize you still have to apologize to Ben?"

Aw crud! "Fine. But I still don't trust him."

"You don't have to. In fact, keep an eye on him if you want to."

Sam blinked. "For real?" Peter nodded.

"I care about Ben, and I believe in him, but after what he did, I don't trust him like I used to. He'll have to earn that back. His actions taught me an important lesson, and I've learned from it."

"Guess you weren't just turning a bling eye, huh." Peter shook his head.

"Nope. But I didn't really communicate that. My bad." Sam shrugged.

"I didn't have to go and literally fly off the handle." Sam stood from his seat on a gurney.

"You sure you're okay?"

"Yeah. I think Ben got the worst of it….I'll apologize!"

"I'm sure you will."

* * *

That Thursday all of the SHIELD students, minus the ones who had gone home over the holiday, were at the Parker's for Thanksgiving dinner.

"Alright everyone, the turkey'll be ready in about ten minutes!" Aunt May called from the kitchen. There was a big cheer!

There was a knock at the door. "I got it!" Ben called, running to the front door. Ben opened the door; Sam was/stood there.

The two just looked at each other for a minute. Ben moved aside to let him in. "Thanks," Sam said, not unkindly. "Oh, this is for everyone." Sam said motioning to the Rocky Road ice cream in his arms.

"Okay, I'll take it into the kitche-"

"Hey, I got it Ben, you hang out for a while." Peter said coming from the back. "You've been helping out all day, you should take a break." With that Peter took the ice cream from Sam and started for the kitchen. There was a very awkward silence as the two teens stood in the front of the living room.

"Thanks." Ben said.

Sam blinked. "Oh, for the ice cream?" Ben nodded. "Oh, sure." Sam rubbed the back of his neck.

"Does everyone do that when they're nervous?" Ben asked.

"What?" Sam replied, confused. Ben pointed at his arm which was still behind his head. "Oh! I don't know…. Does Webs do that or something?"

Ben nodded. "You must have spent a lot of time together."

"We did… but, huh, that's no excuse for what I did, or said to you. I-… sorry, man. I just—"

"It's fine."

"It's really not."

A friendly smirk came to Ben's lips. "Like I said before, I don't deserve the second chance I've been given. You treated me like how I should be/like how I thought everyone would treat me."

"That's no excuse!"

"Alright!" Both teens looked over to the living room couch towards the source of the cry. Amadeus cheered from the couch as other students patted him on the back.

"Aw man!" Miles said dejected, throwing his controller on the floor.

"Never try to beat anyone at Injustice® with an IQ over 150!" Cho gloated.

"Alright you two, you've been playing that for the last hour. Why don't you take your shift in the kitchen." Ms. Morales said from the kitchen.

"Coming!" Miles jumped up running past his leader.

"Here," Amadeus handed Ben the controller. "You had next." The boy genius dashed off into the kitchen.

"Hey," Ben looked over to the couch. Sam was sitting holding the other controller.

"Has Peter taught you how to play this?"

"No, not this one."

"Which one have you played?"

"The Capcom one—the crossover."

"Oh yeah, cool." Sam got up and put the game in Xbox®. "Fair warning, I've beat this game

three times."

"Can you Nova Bomb in it?" Ben teased, a crooked smile on his face, his eyebrows cocked.

"Erk! Why you—" The hairs on the back of Sam's neck perked up.

"Oh, you wanna go again, Nova?! I can insult you all day without breaking a sweat!*" Ben insulted, the small grin not leaving his face.

Sam caught himself, and smiled. "Alright, just for that, I won't take it easy on you!"

"That's your idea of punishment? I'll be done with you in no time!"

"We'll see about that!"

"I've got winner!" Luke shouted.

"I'll take a piece uh that!" Flash added.

Peter watched the happy scene before him from the doorway of the kitchen. It had been a while since holiday's felt like this. The house full of people laughing and having fun, like people were having fun and enjoying each others company more than mourning those they had lost. It had been a while. Peter looked at the picture of Uncle Ben on the mantle of the fireplace and smiled. _I miss you, Uncle Ben, but_ — he looked a his friends as they watched the prodigal spider whoop the human rocket, to the human rocket's dismay— _I'm happy_. _I hope that's okay. I know it's what you want for me, but at times, even though I've made piece with your death, but I still feel guilty sometimes. That's why, when the painful things happen, I'm not mad at life because I feel like I deserve it. Is it a coincidence that the guy Aunt May gives your name to betrays me? But maybe now, my life has really turned around and I can really enjoy my life._

"Come on everyone! Dinner's ready!" A raucous cheer roared throughout the house, and everyone began making their way to the dinning room. "If you have spare hands help put food on the table!" Everyone scurried to help.

Mrs. Morale tapped Peter on the should, bringing him out of his thoughts. "Opps, sorry."

"It's alright dear," she said handing him a dish of yams. "So Peter, I've been wondering something,"

"Yes ma'm?"

"What are your plans after high school?" Ms. Morales asked as they finished setting the table.

Peter winced. _Well, guess I'll have to wait a few years before I can fully enjoy it._

* * *

 **Hold your horses! It's not over yet! There's still one more chapter to go :)  
*From Grimlord31's review of this story.**


	7. The End?

Silverware clinked against ceramic serving dishes as everyone served themselves from the steaming hot Thanksgiving traditions. Endless chatter and laughter filled the Parker home.

"Everything's really good Aunt May, Mrs. Morales. Thank you!" MJ said.

"Yeah!"

"It's great!"

"I'm glad you all like it. Peter and Ben helped too," she added looking at the afore mentioned boys.

Suddenly, there was a buzzing sound. "What is that?" Mrs. Morale's asked.

"A S.H.I.E.L.D communicator." Danny said.

Everyone looked around to see whose it was.

"It's mine," Amadeus said before clicking it off.

"Are you sure you should do that?" Aunt May asked. "It could be something important."

"It's fine. He probably just forgot we were-" Before Cho could finish, his communicator buzzed again. Cho sighed before looking to his host. Aunt May nodded her permission. Amadeus answered the call. "Hello? Doctor Connors? What's u-… wait, what?" Cho pushed his chair out from the table abruptly. "What!" He cried.

"What happened?" Miles asked.

"When did this happen?…An hour ago!? Was anything stolen?" As Amadeus listened, his face dropped as did he, back down into his chair.

"Uh-hu. Yeah. Okay. Thanks for letting me know. Looks like we're back to square one. Alright. Thanks. Bye." Cho looked completely defeated as he hung up his cellphone.

"That was Doctor Connors,"

"Yeah, we kinda gathered that." Luke said.

"There was a break in at SHIELD about an hour ago. Doctor Connors says that the lab was trashed, and" significant glance at Ben and Peter, "The test results of Ben's DNA were stolen."

"What!?" Everyone chorused.

"And all of the other Spider's DNA."

" _WHAT!_ "

Everyone was very upset at this turn of events, but there was nothing they could do about it now. They decided to enjoy the rest of the holiday, and be thankful that no one was hurt.

* * *

It was after midnight now. Everyone except the Morales' had gone back to SHIELD. Aunt May had invited them all to spend the night, but no one wanted to impose on her anymore than they already had. Aunt May understood how they felt and let it be.

Ben sat on the roof of the house watching to stars, his knees pulled to his chest. He looked at the sparkling scene above him. The universe was so big. What was he in all of it? Did his past even matter? Would anything he did matter?

"You sure like it up here, don't you?" Peter said, coming to sit beside him.

Ben smiled to himself. "Maybe I'm part werewolf."

Peter looked into the night's sky. "No moon tonight; sorry, no howling for you!"

Ben chuckled.

"Are you okay?" Peter asked after a long span of silence had fallen between them.

Ben nodded weakly at first; then he said, "I don't really know. I'm not sure I want to know what I am… but I know I don't want anyone else to know that I don't know either!"

"I hear that... I think." Peter placed a hand on Ben's shoulder. "I know one thing for sure, you're a member of this family and a Webbed Warrior. Is that enough for now?"

Ben smiled. He didn't always make sense and he rarely told a funny joke, but when the moment came, when words were all you could put hope in, Peter always said the right thing; whether people listened or not was another thing. Ben was glad he had listened.

"Yeah. Thanks."

With that, a comfortable silence fell between the Spiders. They laid back onto the roof and watched the starlit sky.

* * *

A figure lowered binoculars from their face. They reached for their ear piece. "I have my eyes on the specimen right now sir… Yes, sir. He won't escape us this time."

The End?

* * *

 **I'm thinking about doing a Fan/Unofficial fifth season for this series; hence the tease in this chapter, but it would be a summer project.**

 **I also want to start writing a Kuroko no Basuke/Kuroko's Basketball Unofficial Fourth Season, and I have several other stories to finish up before I start either of those.  
**

 **Well, I guess that's it! Thanks so much for reading, I hope you enjoyed it, and I may see you again this summer :)**

 **~ Q**


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